EXHIBIT
4.2


 


Execution Copy


 


Sealy Mattress Company


 


8.25% Senior Subordinated Notes due 2014


 


guaranteed
as to the

payment of principal, premium,

if any, and interest by the

Guarantors on Schedule I hereto


 












 


Exchange
and Registration Rights Agreement


 


April 6, 2004


 


Goldman, Sachs & Co.,


J.P. Morgan Securities Inc.


As representatives of the several Purchasers


named in Schedule I to the Purchase
Agreement


c/o Goldman, Sachs & Co.


85 Broad Street


New York, New York 10004


 


Ladies and Gentlemen:


 


Sealy Mattress Company, an Ohio corporation (the “Company”),
proposes to issue and sell to the Purchasers (as defined herein) upon the terms
set forth in the Purchase Agreement (as defined herein) an aggregate of
$390,000,000 principal amount of its 8.25%
Senior Subordinated Notes due 2014,  which
are guaranteed by the Guarantors named on Schedule I hereto.  As an inducement to the Purchasers to
enter into the Purchase Agreement and in satisfaction of a condition to the
obligations of the Purchasers thereunder, the Company  and the Guarantors  agree with the Purchasers for the benefit
of holders (as defined herein) from time to time of the Registrable Securities
(as defined herein) as follows:


 


1.       Certain
Definitions.  For purposes of this Exchange and
Registration Rights Agreement, the following terms shall have the following
respective meanings:


 


“Base Interest” shall mean the interest that would
otherwise accrue on the Securities under the terms thereof and the Indenture,
without giving effect to the provisions of this Agreement.


 


The term “broker-dealer”
shall mean any broker or dealer registered with the Commission under the
Exchange Act.


 


“Closing Date” shall mean the date on which the
Securities are initially issued.


 


“Commission” shall mean the United States Securities
and Exchange Commission, or any other federal agency at the time administering
the Exchange Act or the Securities Act, whichever is the relevant statute for
the particular purpose.


 

















 


“Effective Time,” in the case of (i) an Exchange
Registration, shall mean the time and date as of which the Commission declares
the Exchange Offer Registration Statement effective or as of which the Exchange
Offer Registration Statement otherwise becomes effective and (ii) a Shelf
Registration, shall mean the time and date as of which the Commission declares
the Shelf Registration Statement effective or as of which the Shelf
Registration Statement otherwise becomes effective.


 


“Electing
Holder” shall mean any holder of Registrable Securities that has
returned a completed and signed Notice and Questionnaire to the Company in
accordance with Section 3(d)(ii) or 3(d)(iii) hereof.


 


“Exchange Act” shall mean the Securities Exchange Act
of 1934, or any successor thereto, as the same shall be amended from time to
time.


 


“Exchange Offer” shall have the meaning assigned thereto
in Section 2(a) hereof.


 


“Exchange Offer Registration
Statement” shall
have the meaning assigned thereto in Section 2(a) hereof.


 


“Exchange Registration” shall have the meaning assigned thereto
in Section 3(c) hereof.


 


“Exchange Securities” shall have the meaning assigned thereto
in Section 2(a) hereof.


 


“Guarantors” shall have the
meaning assigned thereto in the Indenture.


 


The term “holder”
shall mean each of the Purchasers and other persons who acquire Registrable
Securities from time to time (including any successors or assigns), in each
case for so long as such person owns any Registrable Securities.


 


“Indenture” shall mean the Indenture, dated as of
April 6, 2004, among,
between the Company, the Guarantors andThe Bank of New York Trust Company,
N.A., as Trustee, as the same shall be amended from time to time.


 


“Notice and
Questionnaire” means a Notice of Registration Statement and Selling
Securityholder Questionnaire substantially in the form of Exhibit A hereto.


 


The term “person”
shall mean a corporation, association, partnership, organization, business,
individual, government or political subdivision thereof or governmental agency.


 


“Purchase Agreement” shall mean the Purchase Agreement, dated
as of March 30, 2004 among
the Purchasers, the Guarantors, and the
Company relating to the Securities.


 


“Purchasers” shall mean the Purchasers named in
Schedule I to the Purchase Agreement.


 


“Registrable Securities” shall mean the Securities; provided,
however, that a Security shall cease to be a Registrable Security
when (i) in the circumstances contemplated by Section 2(a) hereof,
the Security has been exchanged for an Exchange Security in an Exchange Offer
as contemplated in Section 2(a) hereof (provided
that any Exchange Security that, pursuant to the last two sentences of
Section 2(a), is included in a prospectus for use in connection with
resales by broker-dealers shall be deemed to be a Registrable Security with
respect to Sections 5, 6 and 9 until resale of such Registrable Security has
been effected within the 180-day period referred to in Section 2(a))
(ii) in the circumstances contemplated by Section 2(b) hereof, a Shelf
Registration Statement registering such


 


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Security under the
Securities Act has been declared or becomes effective and such Security has
been sold or otherwise transferred by the holder thereof pursuant to and in a
manner contemplated by such effective Shelf Registration Statement; (iii) such
Security is sold pursuant to Rule 144 under circumstances in which any legend
borne by such Security relating to restrictions on transferability thereof,
under the Securities Act or otherwise, is removed by the Company or pursuant to
the Indenture; (iv) such Security is eligible to be sold pursuant to
paragraph (k) of Rule 144; or (v) such Security shall cease to be
outstanding.


 


“Registration Default” shall have the meaning assigned thereto
in Section 2(d) hereof.


 


“Registration Expenses” shall have the meaning assigned thereto
in Section 4 hereof.


 


“Resale Period” shall have the meaning assigned thereto
in Section 2(a) hereof.


 


“Restricted Holder” shall mean (i) a holder that is an
affiliate of the Company within the meaning of Rule 405, (ii) a holder who
acquires Exchange Securities outside the ordinary course of such holder’s
business, (iii) a holder who has arrangements or understandings with any
person to participate in the Exchange Offer for the purpose of distributing
Exchange Securities and (iv) a holder that is a broker-dealer, but only with
respect to Exchange Securities received by such broker-dealer pursuant to an
Exchange Offer in exchange for Registrable Securities acquired by the
broker-dealer directly from the Company.


 


“Rule 144,” “Rule 405” and “Rule
415” shall mean,
in each case, such rule promulgated under the Securities Act (or any successor
provision), as the same shall be amended from time to time.


 


“Securities” shall mean, collectively, the  8.25% Senior Subordinated Notes due 2014
of the Company to be issued and sold to the Purchasers, and securities issued
in exchange therefor or in lieu thereof pursuant to the Indenture. Each Security is entitled to the benefit of
the guarantee provided for in the Indenture (the “Guarantee”) and, unless the
context otherwise requires, any reference herein to a “Security,” an “Exchange
Security” or a “Registrable Security” shall include a reference to the related
Guarantees.


 


“Securities Act” shall mean the Securities Act of 1933,
or any successor thereto, as the same shall be amended from time to time.


 


“Shelf Registration” shall have the meaning assigned thereto
in Section 2(b) hereof.


 


“Shelf Registration Statement” shall have the meaning assigned thereto
in Section 2(b) hereof.


 


“Special Interest” shall have the meaning assigned thereto
in Section 2(d) hereof.


 


“Trust Indenture Act” shall mean the Trust Indenture Act of
1939, or any successor thereto, and the rules, regulations and forms
promulgated thereunder, all as the same shall be amended from time to time.


 


Unless the context
otherwise requires, any reference herein to a “Section” or “clause” refers to a
Section or clause, as the case may be, of this Exchange and Registration
Rights Agreement, and the words “herein,” “hereof” and “hereunder” and other
words of similar import refer to this Exchange and Registration Rights
Agreement as a whole and not to any particular Section or other
subdivision.


 


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2.   Registration
Under the Securities Act.


 


(a) Except as set
forth in Section 2(b) below, the Company and the Guarantors agree to file
under the Securities Act, no later than 90 days after the Closing Date, a
registration statement relating to an offer to exchange (such registration
statement, the “Exchange Offer Registration Statement”, and such offer, the
“Exchange Offer”) any and all of the Securities for a like aggregate principal
amount of debt securities issued by the Company  and guaranteed by the Guarantors, which debt securities and guarantees  are substantially identical
to the Securities  and the related
Guarantees, respectively (and are entitled to the benefits of a trust
indenture which is substantially identical to the Indenture or is the Indenture
and which has been qualified under the Trust Indenture Act), except that they
have been registered pursuant to an effective registration statement under the
Securities Act and do not contain provisions for the Special Interest
contemplated in Section 2(d) below (such new debt securities hereinafter
called “Exchange Securities”).  The
Company and the Guarantors agree to use all commercially reasonable efforts to
cause the Exchange Offer Registration Statement to become effective under the
Securities Act no later than 180 days after the Closing Date. The Exchange
Offer will be registered under the Securities Act on the appropriate form and
will comply with all applicable tender offer rules and regulations under the
Exchange Act. The Company and the Guarantors further agree to use all
commercially reasonable efforts to consummate the Exchange Offer no later than
30 business days after such registration statement has become effective, hold
the Exchange Offer open for at least 30 days, or longer, if required by the
federal securities laws, and  exchange Exchange Securities for all
Registrable Securities that have been properly tendered and not withdrawn on or
prior to the expiration of the Exchange Offer. The Exchange Offer will be
deemed to have been “completed” only if the debt securities  and related guarantees received by holders other than Restricted
Holders in the Exchange Offer for Registrable Securities are, upon receipt,
transferable by each such holder without restriction under the Securities Act
and the Exchange Act and without material restrictions under the blue sky or
securities laws of a substantial majority of the States of the United States of
America. The Exchange Offer shall be deemed to have been completed upon the
earlier to occur of (i) the Company having exchanged the Exchange Securities for
all outstanding Registrable Securities pursuant to the Exchange Offer and (ii)
the Company having exchanged, pursuant to the Exchange Offer, Exchange
Securities for all Registrable Securities that have been properly tendered and
not withdrawn before the expiration of the Exchange Offer, which shall be on a
date that is at least 30 days following the commencement of the Exchange Offer.
The Company agrees (x) to include in
the Exchange Offer Registration Statement a prospectus for use in any resales
by any holder of Exchange Securities that is a broker-dealer and (y) to keep
such Exchange Offer Registration Statement effective for a period (the “Resale
Period”) beginning when Exchange Securities are first issued in the Exchange
Offer and ending upon the earlier of the expiration of the 180th day after the
Exchange Offer has been completed or such time as such broker-dealers no longer
own any Registrable Securities.  With
respect to such Exchange Offer Registration Statement, such holders shall have
the benefit of the rights of indemnification and contribution set forth in
Sections 6(a), (c), (d) and (e) hereof.


 


(b) If (i) the
Company and the Guarantors are not (A) required to file the Exchange Offer
Registration Statement or (B) permitted to consummate the Exchange Offer
because the Exchange Offer is not permitted by applicable law or Commission
policy; or (ii) any holder of Registrable Securities notifies the Company prior
to the 20th business day following consummation of the Exchange
Offer that (A) such holder was prohibited by law or Commission policy from
participating in the Exchange Offer, (B) such holder may not resell the
Exchange Securities acquired by it in the Exchange Offer to the public without
delivering


 


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a prospectus and the
prospectus contained in the Exchange Offer Registration Statement is not
appropriate or available for such resales by such holder or (C) such holder is
a broker-dealer and holds Registrable Securities acquired directly from the
Company or an affiliate of the Company, then the Company and the Guarantors
shall, in lieu of (or, in the case of clause (ii), in addition to) conducting
the Exchange Offer contemplated by Section 2(a), use all commercially
reasonable efforts to file under the Securities Act no later than the later of
30 days after the time such obligation to file arises (but no earlier than 90
days after the Closing Date), a “shelf” registration statement providing for
the registration of, and the sale on a continuous or delayed basis by the
holders of, all of the Registrable Securities, pursuant to Rule 415 or any
similar rule that may be adopted by the Commission (such filing, the “Shelf
Registration” and such registration statement, the “Shelf Registration Statement”).
The Company and the Guarantors agree to use all commercially reasonable efforts
(x) to cause the Shelf Registration Statement to be declared effective by the
Commission on or prior to 90 days after such filing obligation arises (but no
earlier than 180 days following the Closing Date) and to keep such Shelf
Registration Statement continuously effective for a period ending on the
earlier of the second anniversary of the Effective Time or such time as there
are no longer any Registrable Securities outstanding, provided, however,
that no holder shall be entitled to be named as a selling securityholder in the
Shelf Registration Statement or to use the prospectus forming a part thereof
for resales of Registrable Securities unless such holder is an Electing Holder,
and (y) after the Effective Time of the Shelf Registration Statement, promptly
upon the request of any holder of Registrable Securities that is not then an
Electing Holder, to take any action reasonably necessary to enable such holder
to use the prospectus forming a part thereof for resales of Registrable
Securities, including, without limitation, any action necessary to identify
such holder as a selling securityholder in the Shelf Registration Statement, provided,
however, that nothing in this Clause (y) shall (A) relieve any such
holder of the obligation to return a completed and signed Notice and
Questionnaire to the Company in accordance with Section 3(d)(iii) hereof
or (B) require the Company or the Guarantors to file more than one post-effective
amendment to the Shelf Registration Statement in any 45-day period. The Company
and the Guarantors further agree to supplement or make amendments to the Shelf
Registration Statement, as and when required by the rules, regulations or
instructions applicable to the registration form used by the Company and the
Guarantors for such Shelf Registration Statement or by the Securities Act or
rules and regulations thereunder for shelf registration, and the Company agrees
to furnish to each Electing Holder copies of any such supplement or amendment
prior to its being used or promptly following its filing with the Commission.


 


(c)
Notwithstanding the foregoing, the Company may issue a notice that the Shelf
Registration Statement is no longer effective or the prospectus included
therein is no longer usable for offers and sales of Registrable Securities
covered by the Shelf Registration Statement for a period not to exceed 60 days
in the aggregate in any twelve-month period (a “suspension period”) if (i) such
action is required by applicable law; or (ii) due to the existence of material
non-public information, disclosure of such material non-public information
would be required to make the statements contained in the applicable
registration statement not misleading (including for the avoidance of doubt,
the pendency of an acquisition, disposition or public or private offering by
the Company), and the Company has a bona fide business purpose for preserving
as confidential such material non-public information (other than avoidance of
its obligations hereunder) ; provided that 
(x) the Company promptly thereafter complies with the requirements of
Section 3(d) hereof and (y) the required period of effectiveness for the
Shelf Registration Period set forth in Section 2(b) hereof shall be
extended by the number of days during which such Shelf Registration Statement
was not effective or usable pursuant to the foregoing provisions.


 


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(d) In the event
that (i) the Company and the Guarantors have not filed the Exchange Offer
Registration Statement or Shelf Registration Statement on or before the date on
which such registration statement is required to be filed pursuant to
Section 2(a) or 2(b), respectively, or (ii) such Exchange Offer Registration
Statement or Shelf Registration Statement has not become effective or been
declared effective by the Commission on or before the date on which such
registration statement is required to become or be declared effective pursuant
to Section 2(a) or 2(b), respectively, or (iii) the Exchange Offer has not
been consummated within 60 business days after the initial effective date of
the Exchange Offer Registration Statement relating to the Exchange Offer (if
the Exchange Offer is then required to be made) or (iv) any Exchange Offer
Registration Statement or Shelf Registration Statement required by
Section 2(a) or 2(b) hereof is filed and declared effective but shall
thereafter either be withdrawn by the Company or shall become subject to an effective
stop order issued pursuant to Section 8(d) of the Securities Act
suspending the effectiveness of such registration statement (except as
specifically permitted herein) without being succeeded immediately by an
additional registration statement filed and declared effective (each such event
referred to in clauses (i) through (iv), a “Registration Default” and each
period during which a Registration Default has occurred and is continuing, a
“Registration Default Period”), then, as liquidated damages for such Registration
Default, subject to the provisions of Section 9(b), special interest
(“Special Interest”), in addition to the Base Interest, shall accrue in an amount equal to $.05 per week per
$1,000 principal amount of Registrable Securities held by such holder for the first 90 days of the Registration
Default Period. The amount of Special Interest shall increase by an additional
$.05 per week per $1,000 principal amount of Registrable Securities with respect to each subsequent
90-day period until all Registration Defaults have been cured, up to a maximum
amount of Special Interest for all Registration Defaults of $.20 per week per
$1,000 principal amount of Registrable Securities.


 


(e) The Company
shall take, and shall cause the
Guarantors to take, all actions reasonably necessary or advisable to be
taken by it to ensure that the transactions contemplated herein are effected as
so contemplated, including all
actions reasonably necessary or advisable to register the Guarantees under the
registration statement contemplated in Section 2(a) or 2(b) hereof, as
applicable.


 


(f) Any reference
herein to a registration statement as of any time shall be deemed to include
any document incorporated, or deemed to be incorporated, therein by reference
as of such time and any reference herein to any post-effective amendment to a
registration statement as of any time shall be deemed to include any document
incorporated, or deemed to be incorporated, therein by reference as of such
time.


 


3.       Registration
Procedures.


 


If the Company and the Guarantors file a
registration statement pursuant to Section 2(a) or Section 2(b), the
following provisions shall apply:


 


(a)  At or before the Effective Time of the
Exchange Registration or the Shelf Registration, as the case may be, the
Company shall qualify the Indenture under the Trust Indenture Act of 1939.


 


(b)  In the event that such qualification would
require the appointment of a new trustee under the Indenture, the Company shall
appoint a new trustee thereunder pursuant to the applicable provisions of the
Indenture.


 


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(c)  In connection with the Company’s and the
Guarantor’s obligations with respect to the registration of Exchange Securities
as contemplated by Section 2(a) (the “Exchange Registration”), if
applicable, the Company and the Guarantors shall, as soon as practicable (or as
otherwise specified):


 


(i)            prepare and file with the Commission no later than 90
days after the Closing Date, an Exchange Offer Registration Statement on any form
which may be utilized by the Company and which shall permit the Exchange Offer
and resales of Exchange Securities by broker-dealers during the Resale Period
to be effected as contemplated by Section 2(a), and use all commercially
reasonable efforts to have the Exchange Offer Registration Statement declared
effective no later than 180 days after the Closing Date;


 


(ii)           prepare and file with the Commission such amendments
and supplements to such Exchange Offer Registration Statement and the
prospectus included therein as may be necessary to effect and maintain the
effectiveness of such Exchange Offer Registration Statement for the periods and
purposes contemplated in Section 2(a) hereof and as may be required by the
applicable rules and regulations of the Commission and the instructions
applicable to the form of such Exchange Offer Registration Statement, and
promptly provide each broker-dealer holding Exchange Securities with such
number of copies of the prospectus included therein (as then amended or supplemented),
in conformity in all material respects with the requirements of the Securities
Act and the Trust Indenture Act and the rules and regulations of the Commission
thereunder, as such broker-dealer reasonably may request prior to the
expiration of the Resale Period, for use in connection with resales of Exchange
Securities;


 


(iii)          promptly notify each broker-dealer that has requested
or received copies of the prospectus included in such registration statement,
and confirm such advice in writing, (A) when such Exchange Offer Registration
Statement or the prospectus included therein or any prospectus amendment or
supplement or post-effective amendment has been filed, and, with respect to
such Exchange Offer Registration Statement or any post-effective amendment,
when the same has become effective, (B) of any comments by the Commission and
by the blue sky or securities commissioner or regulator of any state with
respect thereto on, or any request by the Commission for amendments or
supplements to or additional information relating to, such Exchange Offer
Registration Statement or prospectus, (C) of the issuance by the Commission of
any stop order suspending the effectiveness of such Exchange Offer Registration
Statement or the initiation or threatening of any proceedings for that purpose,
(D) if at any time the representations and warranties of the Company
contemplated by Section 5 cease to be true and correct in all material
respects, (E) of the receipt by the Company of any notification with respect to
the suspension of the qualification of the Exchange Securities for sale in any
jurisdiction or the initiation or threatening of any proceeding for such
purpose, or (F) at any time during the Resale Period when a prospectus is
required to be delivered under the Securities Act, that such Exchange Offer
Registration Statement, prospectus, prospectus amendment or supplement or
post-effective amendment does not conform in all material respects to the
applicable requirements of the Securities Act and the Trust Indenture Act and
the rules and regulations of the Commission thereunder or contains an untrue
statement of a material fact or omits to state any material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading;


 


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(iv)          in the event that the Company and the Guarantors would
be required, pursuant to Section 3(c)(iii)(F) above, to notify any
broker-dealers holding Exchange Securities, without delay prepare and furnish
to each such holder a reasonable number of copies of a prospectus supplemented
or amended so that, as thereafter delivered to purchasers of such Exchange
Securities during the Resale Period, such prospectus shall conform in all
material respects to the applicable requirements of the Securities Act and the
Trust Indenture Act and the rules and regulations of the Commission thereunder
and shall not contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading;


 


(v)           use all commercially reasonable efforts to obtain the
withdrawal of any order suspending the effectiveness of such Exchange Offer
Registration Statement or any post-effective amendment thereto at the earliest
practicable date;


 


(vi)          use all commercially reasonable efforts to (A)
register or qualify the Exchange Securities under the securities laws or blue
sky laws of such jurisdictions as are contemplated by Section 2(a) no
later than the commencement of the Exchange Offer, (B) keep such registrations
or qualifications in effect and comply with such laws so as to permit the
continuance of offers, sales and dealings therein in such jurisdictions until
the expiration of the Resale Period and (C) take any and all other actions as
may be reasonably necessary or advisable to enable each broker-dealer holding
Exchange Securities to consummate the disposition thereof in such
jurisdictions; provided, however, that neither the Company nor
any of the Guarantors shall be required for any such purpose to (1)
qualify as a foreign corporation in any jurisdiction wherein it would not
otherwise be required to qualify but for the requirements of this
Section 3(c)(vi), (2) consent to general service of process in any such
jurisdiction or (3) make any changes to its certificate of incorporation or
by-laws or any agreement between it and its stockholders;


 


(vii)         use all commercially reasonable efforts to obtain the
consent or approval of each governmental agency or authority, whether federal,
state or local, which may be required to effect the Exchange Registration, the
Exchange Offer and the offering and sale of Exchange Securities by
broker-dealers during the Resale Period;


 


(viii)        provide a CUSIP number for all Exchange Securities,
not later than the applicable Effective Time; and


 


(ix)           comply with all applicable rules and regulations of
the Commission, and make generally available to its securityholders as soon as
practicable but no later than eighteen months after the effective date of such
Exchange Offer Registration Statement, an earning statement of the Company and
its subsidiaries complying with Section 11(a) of the Securities Act
(including, at the option of the Company, Rule 158 thereunder).


 


(d)  In connection with the Company’s and the
Guarantors’ obligations with respect to the Shelf Registration, if applicable,
the Company and the Guarantors shall:


 


(i)            use all commercially reasonable efforts to prepare and
file with the Commission, within the time periods specified in
Section 2(b), a Shelf Registration Statement on any form which may be
utilized by the Company and which shall register all of the Registrable
Securities for resale by the holders thereof in


 


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accordance with such
method or methods of disposition as may be specified by such of the holders as,
from time to time, may be Electing Holders and to cause such Shelf Registration
Statement to become effective within the time periods specified in
Section 2(b);


 


(ii)           not less than
30 calendar days prior to the Effective Time of the Shelf Registration
Statement, mail the Notice and Questionnaire to the holders of Registrable
Securities; no holder shall be entitled to be named as a selling securityholder
in the Shelf Registration Statement as of the Effective Time, and no holder
shall be entitled to use the prospectus forming a part thereof for resales of
Registrable Securities at any time, unless such holder has returned a completed
and signed Notice and Questionnaire to the Company by the deadline for response
set forth therein; provided, however, holders of Registrable
Securities shall have at least 28 calendar days from the date on which the
Notice and Questionnaire is first mailed to such holders to return a completed
and signed Notice and Questionnaire to the Company;


 


(iii)          after the Effective Time of the Shelf Registration
Statement, upon the request of any holder of Registrable Securities that is not
then an Electing Holder, promptly send a Notice and Questionnaire to such
holder; provided
that the Company shall not be required (A) to take any action to name such
holder as a selling securityholder in the Shelf Registration Statement or to
enable such holder to use the prospectus forming a part thereof for resales of
Registrable Securities until such holder has returned a completed and signed
Notice and Questionnaire to the Company and (B) nothing in this clause (iii)
shall require the Company or the Guarantors to file more than one
post-effective amendment to the Shelf Registration Statement in any 45-day
period;


 


(iv)          as soon as practicable prepare and file with the
Commission such amendments and supplements to such Shelf Registration Statement
and the prospectus included therein as may be necessary to effect and maintain
the effectiveness of such Shelf Registration Statement for the period specified
in Section 2(b) hereof and as may be required by the applicable rules and
regulations of the Commission and the instructions applicable to the form of
such Shelf Registration Statement, and furnish to the Electing Holders copies
of any such supplement or amendment simultaneously with or prior to its being
used or filed with the Commission;


 


(v)           comply with the provisions of the Securities Act with
respect to the disposition of all of the Registrable Securities covered by such
Shelf Registration Statement in accordance with the intended methods of
disposition by the Electing Holders provided for in such Shelf Registration
Statement;


 


(vi)          provide (A) the Electing Holders, (B) the
underwriters (which term, for purposes of this Exchange and Registration Rights
Agreement, shall include a person deemed to be an underwriter within the
meaning of Section 2(a)(11) of the Securities Act), if any, thereof,
(C) any sales or placement agent therefor, (D) counsel for any such
underwriter or agent and (E) not more than one counsel for all the Electing
Holders the opportunity to review and comment on such Shelf Registration
Statement, each prospectus included therein or filed with the Commission and
each amendment or supplement thereto prior to the filing thereof with the
Commission;


 


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(vii)         for a reasonable period prior to the filing of such
Shelf Registration Statement, and throughout the period specified in
Section 2(b), make available at reasonable times at the Company’s
principal place of business or such other reasonable place for inspection by
the persons referred to in Section 3(d)(vi) who shall certify to the
Company that they have a current intention to sell the Registrable Securities
pursuant to the Shelf Registration such financial and other information and
books and records of the Company, and cause the officers, employees, counsel
and independent certified public accountants of the Company to respond to such
inquiries, as shall be reasonably necessary, in the judgment of the respective
counsel referred to in such Section, to conduct a reasonable investigation
within the meaning of Section 11 of the Securities Act; provided,
however, that each such party shall be required to maintain in
confidence and not to disclose to any other person any information or records reasonably
designated by the Company as being confidential, until such time as (A) such
information becomes a matter of public record (whether by virtue of its
inclusion in such registration statement or otherwise), or (B) such person
shall be required so to disclose such information pursuant to a subpoena or
order of any court or other governmental agency or body having jurisdiction
over the matter (subject to the requirements of such order, and only after such
person shall have given the Company prompt prior written notice of such
requirement), or (C) such information is required to be set forth in such Shelf
Registration Statement or the prospectus included therein or in an amendment to
such Shelf Registration Statement or an amendment or supplement to such
prospectus in order that such Shelf Registration Statement, prospectus,
amendment or supplement, as the case may be, complies with applicable
requirements of the federal securities laws and the rules and regulations of
the Commission and does not contain an untrue statement of a material fact or
omit to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading in light of the
circumstances then existing;


 


(viii)        promptly notify each of the Electing Holders, any
sales or placement agent therefor and any underwriter thereof (which
notification may be made through any managing underwriter that is a
representative of such underwriter for such purpose) and confirm such advice in
writing, (A) when such Shelf Registration Statement or the prospectus included
therein or any prospectus amendment or supplement or post-effective amendment
has been filed, and, with respect to such Shelf Registration Statement or any
post-effective amendment, when the same has become effective, (B) of any
comments by the Commission and by the blue sky or securities commissioner or
regulator of any state with respect thereto, or any request by the Commission
for amendments or supplements to or additional information relating to, such
Shelf Registration Statement or prospectus, (C) of the issuance by the
Commission of any stop order suspending the effectiveness of such Shelf
Registration Statement or the initiation or threatening of any proceedings for
that purpose, (D) if at any time the representations and warranties of the
Company contemplated by Section 3(d)(xvii) or Section 5 cease to be
true and correct in all material respects, (E) of the receipt by the Company of
any notification with respect to the suspension of the qualification of the
Registrable Securities for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose, or (F) if at any time when a
prospectus is required to be delivered under the Securities Act, that such
Shelf Registration Statement, prospectus, prospectus amendment or supplement or
post-effective amendment does not conform in all material respects to the
applicable requirements of the Securities Act and the Trust Indenture Act and
the rules and regulations of the Commission thereunder or contains an untrue
statement


 


10

















 


of a material fact or
omits to state any material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they
were made, not misleading;


 


(ix)           use all commercially reasonable efforts to obtain the
withdrawal of any order suspending the effectiveness of such registration
statement or any post-effective amendment thereto at the earliest practicable
date;


 


(x)            if requested by any managing underwriter or
underwriters, any placement or sales agent or any Electing Holder, promptly
incorporate in a prospectus supplement or post-effective amendment such
information as is required by the applicable rules and regulations of the
Commission and as such managing underwriter or underwriters, such agent or such
Electing Holder specifies should be included therein relating to the terms of
the sale of such Registrable Securities, including information with respect to
the principal amount of Registrable Securities being sold by such Electing
Holder or agent or to any underwriters, the name and description of such
Electing Holder, agent or underwriter, the offering price of such Registrable
Securities and any discount, commission or other compensation payable in
respect thereof, the purchase price being paid therefor by such underwriters
and with respect to any other terms of the offering of the Registrable
Securities to be sold by such Electing Holder or agent or to such underwriters;
and make all required filings of such prospectus supplement or post-effective
amendment promptly after notification of the matters to be incorporated in such
prospectus supplement or post-effective amendment;


 


(xi)           furnish upon request to each Electing Holder, each
placement or sales agent, if any, therefor, each underwriter, if any, thereof
and the respective counsel referred to in Section 3(d)(vi) such number of
conformed copies of such Shelf Registration Statement, each such amendment and
supplement thereto (in each case including all exhibits thereto and documents
incorporated by reference therein) and of the prospectus included in such Shelf
Registration Statement (including each preliminary prospectus and any summary
prospectus), in conformity in all material respects with the applicable
requirements of the Securities Act and the Trust Indenture Act and the rules
and regulations of the Commission thereunder, and such other documents, as such
Electing Holder, agent, if any, and underwriter, if any, may reasonably request
in order to facilitate the offering and disposition of the Registrable
Securities owned by such Electing Holder, offered or sold by such agent or
underwritten by such underwriter and to permit such Electing Holder, agent and
underwriter to satisfy the prospectus delivery requirements of the Securities
Act; and the Company hereby consents to the use of such prospectus (including
such preliminary and summary prospectus) and any amendment or supplement
thereto by each such Electing Holder and by any such agent and underwriter, in
each case in the form most recently provided to such person by the Company, in
connection with the offering and sale of the Registrable Securities covered by
the prospectus (including such preliminary and summary prospectus) or any
supplement or amendment thereto;


 


(xii)          use all commercially reasonable efforts to (A)
register or qualify the Registrable Securities to be included in such Shelf
Registration Statement under such securities laws or blue sky laws of such
jurisdictions as any Electing Holder and each placement or sales agent, if any,
therefor and underwriter, if any, thereof shall reasonably request, (B) keep
such registrations or qualifications in effect and comply with such laws so as to
permit the continuance of offers, sales and dealings therein


 


11

















 


in such jurisdictions
during the period the Shelf Registration is required to remain effective under
Section 2(b) above and (C) take any and all other actions as may be
reasonably necessary or advisable to enable each such Electing Holder, agent,
if any, and underwriter, if any, to consummate the disposition in such
jurisdictions of such Registrable Securities; provided, however, that neither  the Company nor any of the Guarantors shall be
required for any such purpose to (1) qualify as a foreign corporation in any
jurisdiction wherein it would not otherwise be required to qualify but for the
requirements of this Section 3(d)(xii), (2) consent to general service of
process in any such jurisdiction or (3) make any changes to its certificate of
incorporation or by-laws or any agreement between it and its stockholders;


 


(xiii)         use all commercially reasonable efforts to obtain the
consent or approval of each governmental agency or authority, whether federal,
state or local, which may be required to effect the Shelf Registration or the
offering or sale in connection therewith or to enable the selling holder or
holders to offer, or to consummate the disposition of, their Registrable
Securities;


 


(xiv)        unless any Registrable Securities shall be in
book-entry only form, cooperate with the Electing Holders and the managing
underwriters, if any, to facilitate the timely preparation and delivery of
certificates representing Registrable Securities to be sold, which
certificates, if so required by any securities exchange upon which any
Registrable Securities are listed, shall be penned, lithographed or engraved,
or produced by any combination of such methods, on steel engraved borders, and
which certificates shall not bear any restrictive legends; and, in the case of
an underwritten offering, enable such Registrable Securities to be in such
denominations and registered in such names as the managing underwriters may
request at least two business days prior to any sale of the Registrable
Securities;


 


(xv)         provide a CUSIP number for all Registrable Securities,
not later than the applicable Effective Time;


 


(xvi)        enter into one or more underwriting agreements, engagement
letters, agency agreements, “best efforts” underwriting agreements or similar
agreements, as appropriate, including customary provisions relating to
indemnification and contribution, and take such other actions in connection
therewith as any Electing Holders aggregating at least a majority in aggregate principal amount of the Registrable
Securities at the time outstanding shall request in order to expedite or
facilitate the disposition of such Registrable Securities;


 


(xvii)       whether or not an agreement of the type referred to in
Section 3(d)(xvi) hereof is entered into and whether or not any portion of
the offering contemplated by the Shelf Registration is an underwritten offering
or is made through a placement or sales agent or any other entity, (A) make
such representations and warranties to the Electing Holders and the placement
or sales agent, if any, therefor and the underwriters, if any, thereof in form,
substance and scope as are customarily made in connection with an offering of
debt securities pursuant to any appropriate agreement applicable to the Shelf
Registration; (B) obtain an opinion of counsel to the Company in customary form
and covering such matters, of the type customarily covered by such an opinion,
as the managing underwriters, if any, or as any Electing Holders of at least a majority in aggregate principal
amount of the Registrable Securities at the time outstanding may reasonably
request, addressed to such Electing Holder or Electing Holders and the
placement or sales agent, if any, therefor and the underwriters, if any,
thereof and dated the effective date of such Shelf Registration


 


12

















 


Statement (and if such
Shelf Registration Statement contemplates an underwritten offering of a part or
all of the Registrable Securities, dated the date of the closing under the
underwriting agreement relating thereto) (it being agreed that the matters to
be covered by such opinion shall include the due incorporation and good
standing of the Company and its subsidiaries; the qualification of the Company
and its subsidiaries to transact business as foreign corporations; the due
authorization, execution and delivery of the relevant agreement of the type
referred to in Section 3(d)(xvi) hereof; the due authorization, execution,
authentication and issuance, and the validity and enforceability, of the
Securities; the absence of material legal or governmental proceedings involving
the Company; the absence of a breach by the Company or any of its subsidiaries
of, or a default under, material agreements binding upon the Company or any
subsidiary of the Company; the absence of governmental approvals required to be
obtained in connection with the Shelf Registration, the offering and sale of
the Registrable Securities, this Exchange and Registration Rights Agreement or
any agreement of the type referred to in Section 3(d)(xvi) hereof, except
such approvals as may be required under state securities or blue sky laws; the
material compliance as to form of such Shelf Registration Statement and any
documents incorporated by reference therein and of the Indenture with the
requirements of the Securities Act and the Trust Indenture Act and the rules
and regulations of the Commission thereunder, respectively; and, as of the date
of the opinion and of the Shelf Registration Statement or most recent
post-effective amendment thereto, as the case may be, the absence from such
Shelf Registration Statement and the prospectus included therein, as then
amended or supplemented, and from the documents incorporated by reference
therein (in each case other than the financial statements and other financial
information contained therein) of an untrue statement of a material fact or the
omission to state therein a material fact necessary to make the statements
therein not misleading (in the case of such documents, in the light of the
circumstances under which they were made)); (C) obtain a “cold comfort” letter
or letters from the independent certified public accountants of the Company
addressed to the selling Electing Holders, the placement or sales agent, if
any, therefor or the underwriters, if any, thereof, dated (i) the effective
date of such Shelf Registration Statement and (ii) the effective date of any
prospectus supplement to the prospectus included in such Shelf Registration
Statement or post-effective amendment to such Shelf Registration Statement
which includes unaudited or audited financial statements as of a date or for a
period subsequent to that of the latest such statements included in such
prospectus (and, if such Shelf Registration Statement contemplates an
underwritten offering pursuant to any prospectus supplement to the prospectus
included in such Shelf Registration Statement or post-effective amendment to
such Shelf Registration Statement which includes unaudited or audited financial
statements as of a date or for a period subsequent to that of the latest such
statements included in such prospectus, dated the date of the closing under the
underwriting agreement relating thereto), such letter or letters to be in
customary form and covering such matters of the type customarily covered by
letters of such type; (D) deliver such documents and certificates, including
officers’ certificates, as may be reasonably requested by any Electing Holders
of at least a majority in
aggregate principal amount of the Registrable Securities at the time
outstanding or the placement or sales agent, if any, therefor and the managing
underwriters, if any, thereof to evidence the accuracy of the representations
and warranties made pursuant to clause (A) above or those contained in
Section 5(a) hereof and the compliance with or satisfaction of any
agreements or conditions contained in the underwriting agreement or other
agreement entered into by the Company or
the Guarantors; and (E) undertake such


 


13

















 


obligations relating to
expense reimbursement, indemnification and contribution as are provided in
Section 6 hereof;


 


(xviii)      notify in writing each holder of Registrable
Securities of any proposal by the Company to amend or waive any provision of
this Exchange and Registration Rights Agreement pursuant to Section 9(h)
hereof and of any amendment or waiver effected pursuant thereto, each of which
notices shall contain the text of the amendment or waiver proposed or effected,
as the case may be;


 


(xix)         in the event that any broker-dealer registered under
the Exchange Act shall underwrite any Registrable Securities or participate as
a member of an underwriting syndicate or selling group or “assist in the
distribution” (within the meaning of the Conduct Rules (the “Conduct Rules) of
the National Association of Securities Dealers, Inc. (“NASD”) or any successor
thereto, as amended from time to time) thereof, whether as a holder of such
Registrable Securities or as an underwriter, a placement or sales agent or a
broker or dealer in respect thereof, or otherwise, assist such broker-dealer in
complying with the requirements of such Conduct Rules, including by (A) if such
Conduct Rules shall so require, engaging a “qualified independent underwriter”
(as defined in such Conduct Rules) to participate in the preparation of the
Shelf Registration Statement relating to such Registrable Securities, to
exercise usual standards of due diligence in respect thereto and, if any
portion of the offering contemplated by such Shelf Registration Statement is an
underwritten offering or is made through a placement or sales agent, to
recommend the yield of such Registrable Securities, (B) indemnifying any such
qualified independent underwriter to the extent of the indemnification of
underwriters provided in Section 6 hereof (or to such other customary
extent as may be requested by such underwriter), and (C) providing such
information to such broker-dealer as may be required in order for such
broker-dealer to comply with the requirements of the Conduct Rules; and


 


(xx)          comply with all applicable rules and regulations of
the Commission, and make generally available to its securityholders as soon as
practicable but in any event not later than eighteen months after the effective
date of such Shelf Registration Statement, an earning statement of the Company
and its subsidiaries complying with Section 11(a) of the Securities Act
(including, at the option of the Company, Rule 158 thereunder).


 


(e)  In the event that the Company would be
required, pursuant to Section 3(d)(viii)(F) above, to notify the Electing
Holders, the placement or sales agent, if any, therefor and the managing
underwriters, if any, thereof, the Company shall without delay prepare and
furnish to each of the Electing Holders, to each placement or sales agent, if
any, and to each such underwriter, if any, a reasonable number of copies of a
prospectus supplemented or amended so that, as thereafter delivered to
purchasers of Registrable Securities, such prospectus shall conform in all
material respects to the applicable requirements of the Securities Act and the
Trust Indenture Act and the rules and regulations of the Commission thereunder
and shall not contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading. Each Electing Holder agrees that upon receipt of any notice from
the Company pursuant to Section 3(d)(viii)(F) hereof, such Electing Holder
shall forthwith discontinue the disposition of Registrable Securities pursuant
to the Shelf Registration Statement applicable to such Registrable Securities
until such Electing Holder shall have received copies of such amended or
supplemented prospectus, and if so directed by the Company, such Electing


 


14

















 


Holder shall deliver to the
Company (at the Company’s expense) all copies, other than permanent file
copies, then in such Electing Holder’s possession of the prospectus covering
such Registrable Securities at the time of receipt of such notice.


 


(f)  In the event of a Shelf Registration, in
addition to the information required to be provided by each Electing Holder in
its Notice Questionnaire, the Company may require such Electing Holder to
furnish to the Company such additional information regarding such Electing
Holder and such Electing Holder’s intended method of distribution of
Registrable Securities as may be required in order to comply with the
Securities Act. Each such Electing Holder agrees to notify the Company as
promptly as practicable of any inaccuracy or change in information previously
furnished by such Electing Holder to the Company or of the occurrence of any
event in either case as a result of which any prospectus relating to such Shelf
Registration contains or would contain an untrue statement of a material fact regarding
such Electing Holder or such Electing Holder’s intended method of disposition
of such Registrable Securities or omits or would omit to state any material
fact regarding such Electing Holder or such Electing Holder’s intended method
of disposition of such Registrable Securities required to be stated therein or
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading, and promptly to furnish to the Company
any additional information required to correct and update any previously
furnished information or required so that such prospectus shall not contain,
with respect to such Electing Holder or the disposition of such Registrable
Securities, an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading.


 


(g)  Until the expiration of two years after the
Closing Date, the Company will not, and will not permit any of its “affiliates”
(as defined in Rule 144) to, resell any of the Securities that have been
reacquired by any of them except pursuant to an effective registration
statement under the Securities Act.


 


4.       Registration
Expenses.


 


The Company agrees to bear and to pay or
cause to be paid promptly all expenses incident to the Company’s performance of
or compliance with this Exchange and Registration Rights Agreement, including
(a) all Commission and any NASD registration, filing and review fees and
expenses including reasonable fees and disbursements of counsel for the
placement or sales agent or underwriters in connection with such registration,
filing and review, (b) all fees and expenses in connection with the
qualification of the Securities for offering and sale under the State
securities and blue sky laws referred to in Section 3(d)(xii) hereof and
determination of their eligibility for investment under the laws of such
jurisdictions as any managing underwriters or the Electing Holders may
designate, including any reasonable fees and disbursements of counsel for the
Electing Holders or underwriters in connection with such qualification and
determination, (c) all expenses relating to the preparation, printing,
production, distribution and reproduction of each registration statement
required to be filed hereunder, each prospectus included therein or prepared
for distribution pursuant hereto, each amendment or supplement to the
foregoing, the expenses of preparing the Securities for delivery and the
expenses of printing or reproducing any underwriting agreements, agreements
among underwriters, selling agreements and blue sky or legal investment
memoranda and all other documents in connection with the offering, sale or
delivery of Securities to be disposed of (including certificates representing
the Securities), (d) messenger, telephone and delivery expenses relating to the
offering, sale or delivery of Securities and the preparation of documents
referred in clause (c) above, (e) fees and expenses of the Trustee under the
Indenture, any agent of the Trustee and any counsel for the Trustee and of any
collateral agent or custodian, (f) internal


 


15

















 


expenses (including all salaries and expenses of the Company’s officers
and employees performing legal or accounting duties), (g) fees, disbursements
and expenses of counsel and independent certified public accountants of the
Company (including the expenses of any opinions or “cold comfort” letters
required by or incident to such performance and compliance), (h) fees,
disbursements and expenses of any “qualified independent underwriter” engaged
pursuant to Section 3(d)(xix) hereof, (i) reasonable fees, disbursements
and expenses of one counsel for the Electing Holders retained in connection
with a Shelf Registration, as selected by the Electing Holders of at least a
majority in aggregate principal amount of the Registrable Securities held by
Electing Holders (which counsel shall be reasonably satisfactory to the
Company), (j) any fees charged by securities rating services for rating the
Securities, and (k) fees, expenses and disbursements of any other persons,
including special experts, retained by the Company in connection with such
registration (collectively, the “Registration Expenses”). To the extent that
any Registration Expenses are incurred, assumed or paid by any holder of
Registrable Securities or any placement or sales agent therefor or underwriter
thereof, the Company shall reimburse such person for the full amount of the
Registration Expenses so incurred, assumed or paid promptly after receipt of a
request therefor. Notwithstanding the foregoing, the holders of the Registrable
Securities being registered shall pay all agency fees and commissions and underwriting
discounts and commissions attributable to the sale of such Registrable
Securities and the fees and disbursements of any counsel or other advisors or
experts retained by such holders (severally or jointly), other than the counsel
and experts specifically referred to above.


 


5.       Representations
and Warranties.


 


Each of the Company and the Guarantors,
jointly and severally, represents and warrants to, and agree with, each
Purchaser and each of the holders from time to time of Registrable Securities that:


 


(a)  Each registration statement covering
Registrable Securities and each prospectus (including any preliminary or
summary prospectus) contained therein or furnished pursuant to
Section 3(d) or Section 3(c) hereof and any further amendments or
supplements to any such registration statement or prospectus, when it becomes
effective or is filed with the Commission, as the case may be, and, in the case
of an underwritten offering of Registrable Securities, at the time of the
closing under the underwriting agreement relating thereto, will conform in all
material respects to the requirements of the Securities Act and the Trust
Indenture Act and the rules and regulations of the Commission thereunder and
will not contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading; and at all times subsequent to the Effective Time when
a prospectus would be required to be delivered under the Securities Act, other
than (A) from (i) such time as a condition or event of the type described in
Section 3(d)(viii)(F) or Section 3(c)(iii)(F) hereof is discovered by
the Company and notice thereof is given to holders of Registrable Securities as
contemplated by Section 3(d)(viii) and 3(c)(iii) until (ii) such time as
the Company furnishes an amended or supplemented prospectus pursuant to
Section 3(e) or Section 3(c)(iv) hereof and (B) during the pendancy
of any suspension period described in Section 2(c) hereof, each such registration
statement, and each prospectus (including any summary prospectus) contained
therein or furnished pursuant to Section 3(d) or Section 3(c) hereof,
as then amended or supplemented, will conform in all material respects to the
requirements of the Securities Act and the Trust Indenture Act and the rules
and regulations of the Commission thereunder and will not contain an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading in
the light of the circumstances then existing; provided, however, that this
representation and warranty shall not apply to any statements or omissions made
in reliance upon and in conformity with


 


16

















 


information furnished in
writing to the Company by a holder of Registrable Securities expressly for use
therein.


 


(b)  Any documents incorporated by reference in
any prospectus referred to in Section 5(a) hereof, when they become or
became effective or are or were filed with the Commission, as the case may be,
will conform or conformed in all material respects to the requirements of the
Securities Act or the Exchange Act, as applicable, and none of such documents
will contain or contained an untrue statement of a material fact or will omit
or omitted to state a material fact required to be stated therein or necessary
to make the statements therein not misleading; provided, however, that this
representation and warranty shall not apply to any statements or omissions made
in reliance upon and in conformity with information furnished in writing to the
Company by a holder of Registrable Securities expressly for use therein.


 


(c)  The compliance by the Company and the
Guarantors with all of the provisions of this Exchange and Registration Rights
Agreement and the consummation of the transactions herein contemplated will
not, except as could not reasonably be expected to have a Material Adverse
Effect (as defined in the Purchase Agreement) 
conflict with or result in a breach of any of the terms or provisions
of, or constitute a default under, any indenture, mortgage, deed of trust, loan
agreement or other agreement or instrument to which the Company, the Guarantors
or any of their respective subsidiaries is a party or by which the Company, the
Guarantors or any of their respective subsidiaries is bound or to which any of
the property or assets of the Company, the Guarantors or any of their
respective subsidiaries is subject, nor will such action result in any
violation of the provisions of the certificate of incorporation, certificate of
formation or certificate of limited partnership, as amended, or the by-laws or
organization documents, as applicable, of the Company  or any Guarantor or except as could not reasonably be expected to
have a Material Adverse Effect (as defined in the Purchase Agreement) any
statute or any order, rule or regulation of any court or governmental agency or
body having jurisdiction over the Company, the Guarantors or any of their
respective subsidiaries or any of their properties; and no consent, approval,
authorization, order, registration or qualification of or with any such court
or governmental agency or body is required for the consummation by the Company and the Guarantors of the transactions
contemplated by this Exchange and Registration Rights Agreement, except the
registration under the Securities Act of the Securities, qualification of the
Indenture under the Trust Indenture Act and such consents, approvals, authorizations,
registrations or qualifications as may be required under State securities or
blue sky laws in connection with the offering and distribution of the
Securities.


 


(d)  This Exchange and Registration Rights
Agreement has been duly authorized, executed and delivered by the Company and
the Guarantors.


 


6.       Indemnification.


 


(a)  Indemnification by the Company and the Guarantors.
The Company and the Guarantors, jointly
and severally, will indemnify and hold harmless each of the holders of
Registrable Securities included in an Exchange Offer Registration Statement,
each of the Electing Holders of Registrable Securities included in a Shelf
Registration Statement and each person who participates as a placement or sales
agent or as an underwriter in any offering or sale of such Registrable
Securities against any losses, claims, damages or liabilities, joint or
several, to which such holder, agent or underwriter may become subject under
the Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in
any Exchange Offer Registration Statement


 


17

















 


or Shelf Registration
Statement, as the case may be, under which such Registrable Securities were
registered under the Securities Act, or any preliminary, final or summary
prospectus contained therein or furnished by the Company to any such holder,
Electing Holder, agent or underwriter, or any amendment or supplement thereto,
or arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, and will reimburse such holder, such
Electing Holder, such agent and such underwriter for any legal or other
expenses reasonably incurred by them in connection with investigating or
defending any such action or claim as such expenses are incurred; provided,
however, that neither the
Company nor any of the Guarantors
shall be liable to any such person in any such case to the extent that any such
loss, claim, damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission made in
such registration statement, or preliminary, final or summary prospectus, or
amendment or supplement thereto, in reliance upon and in conformity with
written information furnished to the Company by such person expressly for use
therein and provided, further,
that the Company and the Guarantors shall not be liable to any holder, Electing
Holder, agent or underwriter under this subsection (a) with respect to any
Preliminary Offering Circular (as defined in the Purchase Agreement) to the
extent that such loss, claim, damage or liability of such holder, Electing
Holder, agent or underwriter results from the fact that such holder, Electing
Holder, agent or underwriter sold Securities to a person to whom it shall be
established that there was not sent or given, at or prior to the written
confirmation of such sale, a copy of the Offering Circular (as defined in the
Purchase Agreement) as then amended or supplemented if the Company has
previously furnished copies thereof in sufficient quantity to such Purchaser
and sufficiently in advance of the Closing Date to allow for distribution by
the Closing Date and the loss, claim, damage or liability of such holder,
Electing Holder, agent or underwriter results from an untrue statement or
omission of a material fact contained in or omitted from the Preliminary
Offering Circular which was corrected in the Offering Circular or in the
Offering Circular as then amended or supplemented and such correction would
have cured the defect giving rise to such loss, claim, damage or liability.


 


(b)  Indemnification by the Holders and any Agents and
Underwriters. The Company may require, as a condition to including
any Registrable Securities in any registration statement filed pursuant to
Section 2(b) hereof and to entering into any underwriting agreement with
respect thereto, that the Company shall have received an undertaking reasonably
satisfactory to it from the Electing Holder of such Registrable Securities and
from each underwriter named in any such underwriting agreement, severally and
not jointly, to (i) indemnify and hold harmless the Company,  the
Guarantors, and all other holders of Registrable Securities, against any
losses, claims, damages or liabilities to which the Company, the Guarantors or such other holders
of Registrable Securities may become subject, under the Securities Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon an untrue statement or alleged
untrue statement of a material fact contained in such registration statement,
or any preliminary, final or summary prospectus contained therein or furnished
by the Company to any such Electing Holder, agent or underwriter, or any
amendment or supplement thereto, or arise out of or are based upon the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, in each
case to the extent, but only to the extent, that such untrue statement or
alleged untrue statement or omission or alleged omission was made in reliance
upon and in conformity with written information furnished to the Company by
such Electing Holder or underwriter expressly for use therein, and (ii) reimburse
the Company and the Guarantors for any
legal or other expenses reasonably incurred by the Company and the Guarantors in


 


18

















 


connection with
investigating or defending any such action or claim as such expenses are
incurred; provided,
however, that no such Electing Holder shall be required to undertake
liability to any person under this Section 6(b) for any amounts in excess
of the dollar amount of the proceeds to be received by such Electing Holder
from the sale of such Electing Holder’s Registrable Securities pursuant to such
registration.


 


(c)  Notices of Claims, Etc. Promptly after
receipt by an indemnified party under subsection (a) or (b) above of
written notice of the commencement of any action, such indemnified party shall,
if a claim in respect thereof is to be made against an indemnifying party
pursuant to the indemnification provisions of or contemplated by this
Section 6, notify such indemnifying party in writing of the commencement
of such action; but the omission so to notify the indemnifying party shall not
relieve it from any liability which it may have to any indemnified party
otherwise than under the indemnification provisions of or contemplated by
Section 6(a) or 6(b) hereof. In case any such action shall be brought
against any indemnified party and it shall notify an indemnifying party of the
commencement thereof, such indemnifying party shall be entitled to participate
therein and, to the extent that it shall wish, jointly with any other
indemnifying party similarly notified, to assume the defense thereof, with
counsel reasonably satisfactory to such indemnified party (who shall not,
except with the consent of the indemnified party, be counsel to the
indemnifying party), and, after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, such
indemnifying party shall not be liable to such indemnified party for any legal
expenses of other counsel or any other expenses, in each case subsequently
incurred by such indemnified party, in connection with the defense thereof
other than reasonable costs of investigation. 
No indemnifying party shall, without the written consent of the
indemnified party, effect the settlement or compromise of, or consent to the
entry of any judgment with respect to, any pending or threatened action or
claim in respect of which indemnification or contribution may be sought
hereunder (whether or not the indemnified party is an actual or potential party
to such action or claim) unless such settlement, compromise or judgment
(i) includes an unconditional release of the indemnified party from all
liability arising out of such action or claim and (ii) does not include a
statement as to or an admission of fault, culpability or a failure to act by or
on behalf of any indemnified party.


 


(d)  Contribution. If for any reason the
indemnification provisions contemplated by Section 6(a) or
Section 6(b) are unavailable to or insufficient to hold harmless an
indemnified party in respect of any losses, claims, damages or liabilities (or
actions in respect thereof) referred to therein, then each indemnifying party
shall contribute to the amount paid or payable by such indemnified party as a
result of such losses, claims, damages or liabilities (or actions in respect
thereof) in such proportion as is appropriate to reflect the relative fault of
the indemnifying party and the indemnified party in connection with the
statements or omissions which resulted in such losses, claims, damages or
liabilities (or actions in respect thereof), as well as any other relevant
equitable considerations. The relative fault of such indemnifying party and
indemnified party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or omission
or alleged omission to state a material fact relates to information supplied by
such indemnifying party or by such indemnified party, and the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission. The parties hereto agree that it would not be just
and equitable if contributions pursuant to this Section 6(d) were
determined by pro rata allocation (even if the holders or any agents or underwriters
or all of them were treated as one entity for such purpose) or by any other
method of allocation which does not take account of the equitable
considerations referred to in this Section 6(d). The amount paid or
payable by an


 


19

















 


indemnified party as a
result of the losses, claims, damages, or liabilities (or actions in respect
thereof) referred to above shall be deemed to include any legal or other fees
or expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 6(d), no holder shall be required to contribute
any amount in excess of the amount by which the dollar amount of the proceeds
received by such holder from the sale of any Registrable Securities (after
deducting any fees, discounts and commissions applicable thereto) exceeds the
amount of any damages which such holder has otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged
omission, and no underwriter shall be required to contribute any amount in
excess of the amount by which the total price at which the Registrable
Securities underwritten by it and distributed to the public were offered to the
public exceeds the amount of any damages which such underwriter has otherwise
been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. The holders’ and any underwriters’ obligations in this
Section 6(d) to contribute shall be several in proportion to the principal
amount of Registrable Securities registered or underwritten, as the case may
be, by them and not joint.


 


(e)  The obligations of the Company and the Guarantors under this
Section 6 shall be in addition to any liability which the Company or the Guarantors may otherwise have
and shall extend, upon the same terms and conditions, to each officer, director
and partner of each holder, agent and underwriter and each person, if any, who
controls any holder, agent or underwriter within the meaning of the Securities
Act; and the obligations of the holders and any agents or underwriters
contemplated by this Section 6 shall be in addition to any liability which
the respective holder, agent or underwriter may otherwise have and shall extend,
upon the same terms and conditions, to each officer and director of the Company
or the Guarantors (including any person
who, with his consent, is named in any registration statement as about to
become a director of the Company or the Guarantor) and to each person,
if any, who controls the Company within the meaning of the Securities Act.


 


7.       Underwritten
Offerings.


 


(a)  Selection of Underwriters. If any of the
Registrable Securities covered by the Shelf Registration are to be sold
pursuant to an underwritten offering, the managing underwriter or underwriters
thereof shall be designated by Electing Holders holding at least a majority in
aggregate principal amount of the Registrable Securities to be included in such
offering, provided that such designated managing underwriter or underwriters is
or are reasonably acceptable to the Company.


 


(b)  Participation by Holders. Each holder of
Registrable Securities hereby agrees with each other such holder that no such
holder may participate in any underwritten offering hereunder unless such
holder (i) agrees to sell such holder’s Registrable Securities on the basis
provided in any underwriting arrangements approved by the persons entitled
hereunder to approve such arrangements and (ii) completes and executes all
questionnaires, powers of attorney, indemnities, underwriting agreements and
other documents reasonably required under the terms of such underwriting
arrangements.


 


8.       Rule 144.


 


The Company covenants to the holders of
Registrable Securities that to the extent it shall be required to do so under
the Exchange Act, the Company shall timely file the reports


 


20

















 


required to be filed by it under the Exchange Act or the Securities Act
(including the reports under Section 13 and 15(d) of the Exchange Act
referred to in subparagraph (c)(1) of Rule 144 adopted by the Commission under
the Securities Act) and the rules and regulations adopted by the Commission
thereunder, and shall take such further action as any holder of Registrable
Securities may reasonably request, all to the extent required from time to time
to enable such holder to sell Registrable Securities without registration under
the Securities Act within the limitations of the exemption provided by Rule 144
under the Securities Act, as such Rule may be amended from time to time, or any
similar or successor rule or regulation hereafter adopted by the Commission.
Upon the request of any holder of Registrable Securities in connection with
that holder’s sale pursuant to Rule 144, the Company shall deliver to such
holder a written statement as to whether it has complied with such
requirements.


 


9.       Miscellaneous.


 


(a)  No Inconsistent Agreements.  The Company represents, warrants, covenants
and agrees that it has not granted, and shall not grant, registration rights
with respect to Registrable Securities or any other securities which would be
inconsistent with the terms contained in this Exchange and Registration Rights
Agreement.


 


(b)  Specific Performance.  The parties hereto acknowledge that there
would be no adequate remedy at law if the Company fails to perform any of its
obligations hereunder and that the Purchasers and the holders from time to time
of the Registrable Securities may be irreparably harmed by any such failure,
and accordingly agree that the Purchasers and such holders, in addition to any
other remedy to which they may be entitled at law or in equity, shall be
entitled to compel specific performance of the obligations of the Company under
this Exchange and Registration Rights Agreement in accordance with the terms
and conditions of this Exchange and Registration Rights Agreement, in any court
of the United States or any State thereof having jurisdiction.


 


(c)  Notices.  All notices, requests, claims, demands, waivers and other
communications hereunder shall be in writing and shall be deemed to have been
duly given when delivered by hand, if delivered personally or by courier, or
three days after being deposited in the mail (registered or certified mail,
postage prepaid, return receipt requested) as follows: If to the Company, to it
at Sealy Mattress Company, One Office
Parkway at Sealy Drive, Trinity, North Carolina 27370 Attention:  General Counsel, and if to a holder, to the
address of such holder set forth in the security register or other records of
the Company, or to such other address as the Company or any such holder may
have furnished to the other in writing in accordance herewith, except that
notices of change of address shall be effective only upon receipt.


 


(d)  Parties in Interest.  All the terms and provisions of this
Exchange and Registration Rights Agreement shall be binding upon, shall inure
to the benefit of and shall be enforceable by the parties hereto and the
holders from time to time of the Registrable Securities and the respective
successors and assigns of the parties hereto and such holders. In the event
that any transferee of any holder of Registrable Securities shall acquire
Registrable Securities, in any manner, whether by gift, bequest, purchase,
operation of law or otherwise, such transferee shall, without any further
writing or action of any kind, be deemed a beneficiary hereof for all purposes
and such Registrable Securities shall be held subject to all of the terms of
this Exchange and Registration Rights Agreement, and by taking and holding such
Registrable Securities such transferee shall be entitled to receive the
benefits of, and be conclusively deemed to have agreed to be bound by all of
the applicable terms and provisions of this Exchange and Registration Rights
Agreement. If the


 


21

















 


Company shall so request,
any such successor, assign or transferee shall agree in writing to acquire and
hold the Registrable Securities subject to all of the applicable terms hereof.


 


(e)  Survival. 
The respective indemnities, agreements, representations, warranties and
each other provision set forth in this Exchange and Registration Rights
Agreement or made pursuant hereto shall remain in full force and effect
regardless of any investigation (or statement as to the results thereof) made
by or on behalf of any holder of Registrable Securities, any director, officer
or partner of such holder, any agent or underwriter or any director, officer or
partner thereof, or any controlling person of any of the foregoing, and shall
survive delivery of and payment for the Registrable Securities pursuant to the
Purchase Agreement and the transfer and registration of Registrable Securities
by such holder and the consummation of an Exchange Offer.


 


(f)  Governing Law.  This
Exchange and Registration Rights Agreement shall be governed by and construed
in accordance with the laws of the State of New York.


 


(g)  Headings. 
The descriptive headings of the several Sections and paragraphs of this
Exchange and Registration Rights Agreement are inserted for convenience only,
do not constitute a part of this Exchange and Registration Rights Agreement and
shall not affect in any way the meaning or interpretation of this Exchange and
Registration Rights Agreement.


 


(h)  Entire Agreement; Amendments.  This Exchange and Registration Rights
Agreement and the other writings referred to herein (including the Indenture
and the form of Securities) or delivered pursuant hereto which form a part
hereof contain the entire understanding of the parties with respect to its
subject matter. This Exchange and Registration Rights Agreement supersedes all
prior agreements and understandings between the parties with respect to its
subject matter. This Exchange and Registration Rights Agreement may be amended
and the observance of any term of this Exchange and Registration Rights
Agreement may be waived (either generally or in a particular instance and
either retroactively or prospectively) only by a written instrument duly
executed by the Company and the holders of at least a majority in aggregate principal amount of the Registrable
Securities at the time outstanding. Each holder of any Registrable Securities
at the time or thereafter outstanding shall be bound by any amendment or waiver
effected pursuant to this Section 9(h), whether or not any notice, writing
or marking indicating such amendment or waiver appears on such Registrable
Securities or is delivered to such holder.


 


(i)  Inspection.  For so long as this Exchange and Registration Rights Agreement
shall be in effect, this Exchange and Registration Rights Agreement and a
complete list of the names and addresses of all the registered holders of Registrable
Securities shall be made available for inspection and copying on any business
day by any holder of Registrable Securities for proper purposes only (which
shall include any purpose related to the rights of the holders of Registrable
Securities under the Securities, the Indenture and this Agreement) at the
offices of the Company at the address thereof set forth in Section 9(c)
above and at the office of the Trustee under the Indenture.


 


(j)  Counterparts.  This agreement may be executed by the parties in counterparts,
each of which shall be deemed to be an original, but all such respective
counterparts shall together constitute one and the same instrument.


 


22

















 


If the foregoing is in accordance with your
understanding, please sign and return to us seven counterparts hereof, and upon the acceptance hereof by you,
on behalf of each of the Purchasers, this letter and such acceptance hereof
shall constitute a binding agreement between each of the Purchasers,  the
Guarantors and the Company.  It
is understood that your acceptance of this letter on behalf of each of the
Purchasers is pursuant to the authority set forth in a form of Agreement among
Purchasers, the form of which shall be submitted to the Company for examination
upon request, but without warranty on your part as to the authority of the
signers thereof.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  Sealy Mattress Company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/      Kenneth
  L. Walker

  
	
   

  	
   

  	
  Name: Kenneth L. Walker

  
	
   

  	
   

  	
  Title: 

  	
  Vice President, General Counsel

  and Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Sealy Corporation

  
	
   

  	
  Sealy Mattress Company of Puerto Rico

  
	
   

  	
  Ohio-Sealy Mattress Manufacturing Co. Inc.

  
	
   

  	
  Ohio-Sealy Mattress Manufacturing Co.

  
	
   

  	
  Sealy Mattress Company of Michigan, Inc.

  
	
   

  	
  Sealy Mattress Company of Kansas City, Inc.

  
	
   

  	
  Sealy of Maryland and Virginia, Inc.

  
	
   

  	
  Sealy Mattress Company of Illinois

  
	
   

  	
  A. Brandwein & Co.

  
	
   

  	
  Sealy Mattress Company of Albany, Inc.

  
	
   

  	
  Sealy of Minnesota, Inc.

  
	
   

  	
  Sealy Mattress Company of Memphis

  
	
   

  	
  North American Bedding Company

  
	
   

  	
  Mattress Holdings International LLC

  
	
   

  	
  Sealy, Inc.

  
	
   

  	
  The Ohio
  Mattress Company Licensing

  and Components Group

  
	
   

  	
  Sealy Mattress Manufacturing Company, Inc.

  
	
   

  	
  Sealy-Korea, Inc.

  
	
   

  	
  Sealy Technology LLC

  
	
   

  	
  Sealy Real Estate, Inc.

  
	
   

  	
  Sealy Texas Management, Inc.

  
	
   

  	
  Sealy Texas Holdings LLC

  
	
   

  	
  Sealy Texas L.P.

  
	
   

  	
  Western Mattress Company

  
	
   

  	
  Advanced Sleep Products

  
	
   

  	
  Sealy Components-Pads, Inc.

  
	
   

  	
  Sealy Mattress Company of S.W. Virginia

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/      Kenneth
  L. Walker

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
							



 


23

















 


	
  Accepted as of the date hereof:

  	
   

  	
   

  
	
  Goldman, Sachs & Co.

  	
   

  	
   

  
	
  J.P. Morgan Securities Inc.

  	
   

  	
   

  
	
  RBC Capital Markets Corporation

  	
   

  	
   

  
	
  ING Financial Markets LLC

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/

  	
  Goldman, Sachs & Co.

  	
   

  
	
   

  	
  (Goldman, Sachs & Co.)

  
							



 


24

















 


Schedule I


 


Sealy Corporation


Sealy Mattress
Company of Puerto Rico


Ohio-Sealy
Mattress Manufacturing Co. Inc.


Ohio-Sealy
Mattress Manufacturing Co.


Sealy Mattress
Company of Michigan, Inc.


Sealy Mattress
Company of Kansas City, Inc.


Sealy of Maryland
and Virginia, Inc.


Sealy Mattress
Company of Illinois


A. Brandwein &
Co.


Sealy Mattress
Company of Albany, Inc.


Sealy of
Minnesota, Inc.


Sealy Mattress
Company of Memphis


North American
Bedding Company


Mattress Holdings
International LLC


Sealy, Inc.


The Ohio Mattress
Company Licensing and Components Group


Sealy Mattress
Manufacturing Company, Inc.


Sealy-Korea, Inc.


Sealy Technology
LLC


Sealy Real Estate,
Inc.


Sealy Texas
Management, Inc.


Sealy Texas
Holdings LLC


Sealy Texas L.P.


Western Mattress
Company


Advanced Sleep
Products


Sealy
Components-Pads, Inc.


Sealy Mattress
Company of S.W. Virginia


 


25

















 


Exhibit A


 


Sealy Mattress Company


 


INSTRUCTION TO DTC
PARTICIPANTS


 


(Date of Mailing)


 


URGENT - IMMEDIATE ATTENTION
REQUESTED


 


DEADLINE FOR RESPONSE: 
[DATE] *


 


The Depository
Trust Company (“DTC”) has identified you as a DTC Participant through which
beneficial interests in Sealy Mattress Company (the “Company”) 8.25% Senior Subordinated Notes due 2014
(the “Securities”) are held.


 


The Company is in
the process of registering the Securities under the Securities Act of 1933 for
resale by the beneficial owners thereof. 
In order to have their Securities included in the registration
statement, beneficial owners must complete and return the enclosed Notice of
Registration Statement and Selling Securityholder Questionnaire.


 


It is important
that beneficial owners of the Securities receive a copy of the enclosed
materials as soon as possible as their rights to have the Securities included in the
registration statement depend upon their returning the Notice and Questionnaire
by [Deadline
For Response].  Please
forward a copy of the enclosed documents to each beneficial owner that holds
interests in the Securities through you. 
If you require more copies of the enclosed materials or have any
questions pertaining to this matter, please contact Sealy Mattress Company, One
Office Parkway at Sealy Drive, Trinity, North Carolina 27370 (336)
861-3500.


 












*Not less than 28 calendar days
from date of mailing.


 


A-1

















 


Sealy Mattress Company


 


Notice of Registration
Statement

and

Selling Securityholder Questionnaire


 


(Date)


 


Reference is
hereby made to the Exchange and Registration Rights Agreement (the “Exchange
and Registration Rights Agreement”) among Sealy Mattress Company (the
“Company”), the Guarantors party thereto and the Purchasers named therein.  Pursuant to the Exchange and Registration
Rights Agreement, the Company has filed with the United States Securities and
Exchange Commission (the “Commission”) a registration statement on Form [     ] (the
“Shelf Registration Statement”) for the registration and resale under
Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”),
of the Company’s 8.25% Senior
Subordinated Notes due 2014 (the “Securities”).  A copy of the Exchange and Registration
Rights Agreement is attached hereto. 
All capitalized terms not otherwise defined herein shall have the
meanings ascribed thereto in the Exchange and Registration Rights Agreement.


 


Each beneficial
owner of Registrable Securities (as defined below) is entitled to have the
Registrable Securities beneficially owned by it included in the Shelf
Registration Statement.  In order to
have Registrable Securities included in the Shelf Registration Statement, this
Notice of Registration Statement and Selling Securityholder Questionnaire
(“Notice and Questionnaire”) must be completed, executed and delivered to the
Company’s counsel at the address set forth herein for receipt ON OR BEFORE [Deadline
for Response].  Beneficial
owners of Registrable Securities who do not complete, execute and return this
Notice and Questionnaire by such date (i) will not be named as selling
securityholders in the Shelf Registration Statement and (ii) may not use
the Prospectus forming a part thereof for resales of Registrable Securities.


 


Certain legal
consequences arise from being named as a selling securityholder in the Shelf
Registration Statement and related Prospectus. 
Accordingly, holders and beneficial owners of Registrable Securities are
advised to consult their own securities law counsel regarding the consequences
of being named or not being named as a selling securityholder in the Shelf
Registration Statement and related Prospectus.


 


The term “Registrable
Securities” is defined in the Exchange and Registration Rights Agreement.


 


A-2

















 


ELECTION


 


The undersigned holder (the “Selling Securityholder”) of Registrable
Securities hereby elects to include in the Shelf Registration Statement the
Registrable Securities beneficially owned by it and listed below in
Item (3).  The undersigned, by
signing and returning this Notice and Questionnaire, agrees to be bound with
respect to such Registrable Securities by the terms and conditions of this
Notice and Questionnaire and the Exchange and Registration Rights Agreement,
including, without limitation, Section 6 of the Exchange and Registration
Rights Agreement, as if the undersigned Selling Securityholder were an original
party thereto.


 


Upon any sale of
Registrable Securities pursuant to the Shelf Registration Statement, the
Selling Securityholder will be required to deliver to the Company and Trustee
the Notice of Transfer set forth in Appendix A to the Prospectus and as
Exhibit B to the Exchange and Registration Rights Agreement.


 


The Selling
Securityholder hereby provides the following information to the Company and
represents and warrants that such information is accurate and complete:


 


A-3

















 


QUESTIONNAIRE


 


	
  (1)

  	
  (a)

  	
  Full Legal Name
  of Selling Securityholder:

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  Full Legal Name
  of Registered Holder (if not the same as in (a) above) of Registrable
  Securities Listed in Item (3) below:

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  Full Legal Name
  of DTC Participant (if applicable and if not the same as (b) above) Through
  Which Registrable Securities Listed in Item (3) below are Held:

  
	
   

  	
   

  	
   

  
	
  (2)

  	
   

  	
  Address for
  Notices to Selling Securityholder:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telephone:

  	
   

  
	
   

  	
   

  	
  Fax:

  	
   

  
	
   

  	
   

  	
  Contact Person:

  	
   

  
	
   

  	
   

  	
   

  
	
  (3)

  	
   

  	
  Beneficial
  Ownership of Securities:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Except as set forth below in this
  Item (3), the undersigned does not beneficially own any Securities.

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
  Principal amount
  of Registrable Securities beneficially owned:

  
	
   

  	
   

  	
  CUSIP No(s). of
  such Registrable Securities:

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  Principal amount
  of Securities other than Registrable Securities beneficially owned:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CUSIP No(s). of
  such other Securities:

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  Principal amount
  of Registrable Securities which the undersigned wishes to be included in the
  Shelf Registration Statement:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CUSIP No(s). of
  such Registrable Securities to be included in the Shelf Registration
  Statement:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (4)

  	
   

  	
  Beneficial
  Ownership of Other Securities of the Company:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Except as set forth below in this
  Item (4), the undersigned Selling Securityholder is not the beneficial
  or registered owner of any other securities of the Company, other than the
  Securities listed above in Item (3).

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  State any
  exceptions here:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


A-4

















 


	
  (5)

  	
   

  	
   Relationships with the Company:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Except as set forth below, neither
  the Selling Securityholder nor any of its affiliates, officers, directors or
  principal equity holders (5% or more) has held any position or office or has
  had any other material relationship with the Company (or its predecessors or
  affiliates) during the past three years.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  State any
  exceptions here:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (6)

  	
   

  	
  Plan of
  Distribution:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Except as set forth below, the
  undersigned Selling Securityholder intends to distribute the Registrable
  Securities listed above in Item (3) only as follows (if at all): Such
  Registrable Securities may be sold from time to time directly by the
  undersigned Selling Securityholder or, alternatively, through underwriters,
  broker-dealers or agents. Such Registrable Securities may be sold in one or
  more transactions at fixed prices, at prevailing market prices at the time of
  sale, at varying prices determined at the time of sale, or at negotiated
  prices. Such sales may be effected in transactions (which may involve crosses
  or block transactions) (i) on any national securities exchange or quotation
  service on which the Registered Securities may be listed or quoted at the
  time of sale, (ii) in the over-the-counter market, (iii) in transactions
  otherwise than on such exchanges or services or in the over-the-counter
  market, or (iv) through the writing of options. In connection with sales of
  the Registrable Securities or otherwise, the Selling Securityholder may enter
  into hedging transactions with broker-dealers, which may in turn engage in
  short sales of the Registrable Securities in the course of hedging the
  positions they assume. The Selling Securityholder may also sell Registrable
  Securities short and deliver Registrable Securities to close out such short
  positions, or loan or pledge Registrable Securities to broker-dealers that in
  turn may sell such securities.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  State any exceptions here:

  



 


 


 


By signing below,
the Selling Securityholder acknowledges that it understands its obligation to
comply, and agrees that it will comply, with the provisions of the Exchange Act
and the rules and regulations thereunder, particularly Regulation M.


 


In the event that
the Selling Securityholder transfers all or any portion of the Registrable
Securities listed in Item (3) above after the date on which such
information is provided to the Company, the Selling Securityholder agrees to
notify the transferee(s) at the time of the transfer of its rights and
obligations under this Notice and Questionnaire and the Exchange and
Registration Rights Agreement.


 


By signing below,
the Selling Securityholder consents to the disclosure of the information
contained herein in its answers to Items (1) through (6) above and the
inclusion of such information in the Shelf Registration Statement and related
Prospectus.  The Selling Securityholder
understands that such information will be relied upon by the Company in
connection with the preparation of the Shelf Registration Statement and related
Prospectus.


 


In accordance with
the Selling Securityholder’s obligation under Section 3(d) of the Exchange
and Registration Rights Agreement to provide such information as may be
required by law for inclusion in the Shelf Registration Statement, the Selling
Securityholder agrees to promptly notify the Company of any inaccuracies or
changes in the information provided herein which


 


A-5

















 


may occur
subsequent to the date hereof at any time while the Shelf Registration
Statement remains in effect.  All
notices hereunder and pursuant to the Exchange and Registration Rights
Agreement shall be made in writing, by hand-delivery, first-class mail, or air
courier guaranteeing overnight delivery as follows:


 


(i)    To the Company:


 


Sealy Mattress Company


One Office Parkway at Sealy Drive


Trinity, North Carolina 27370


Attention: 
[                           ]


 


(ii)   With a copy to:


 


Simpson Thacher & Barlett LLP


425 Lexington Avenue


New York, New York 10017


Attention: 
[                           ]


 


Once this Notice
and Questionnaire is executed by the Selling Securityholder and received by the
Company’s counsel, the terms of this Notice and Questionnaire, and the
representations and warranties contained herein, shall be binding on, shall
inure to the benefit of and shall be enforceable by the respective successors,
heirs, personal representatives, and assigns of the Company and the Selling
Securityholder (with respect to the Registrable Securities beneficially owned
by such Selling Securityholder and listed in Item (3) above).  This Agreement shall be governed in all
respects by the laws of the State of New York.


 


A-6

















 


IN WITNESS WHEREOF, the undersigned, by authority duly given, has
caused this Notice and Questionnaire to be executed and delivered either in
person or by its duly authorized agent.


 


	
  Dated:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Selling
  Securityholder

  
	
   

  	
  (Print/type full
  legal name of beneficial owner of Registrable Securities)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
					



 


 


PLEASE RETURN THE
COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON OR BEFORE [DEADLINE
FOR RESPONSE] TO THE COMPANY’S COUNSEL AT:


 


Simpson Thacher & Barlett LLP


425 Lexington Avenue


New York, New York 10017


Attention:  [                           ]


 


A-7

















 


Exhibit B


 


NOTICE OF TRANSFER
PURSUANT TO REGISTRATION STATEMENT


 


The Bank of New York Trust Company, N.A.


Sealy Mattress Company


c/o The Bank of New York Trust Company, N.A.


10161 Centurian Parkway


Jacksonville, FL  32256


 


Attention:  Trust Officer


 


Re:          Sealy Mattress
Company (the
“Company”)


8.25% Senior Subordinated
Notes due 2014


 


Dear Sirs:


 


Please be advised
that
                                    
has transferred $                                   
aggregate principal amount of the above-referenced Notes pursuant to an effective
Registration Statement on Form [       ]
(File No. 333-         ) filed by
the Company.


 


We hereby certify
that the prospectus delivery requirements, if any, of the Securities Act of
1933, as amended, have been satisfied and that the above-named beneficial owner
of the Notes is named as a “Selling Holder” in the Prospectus dated [date] or in supplements thereto, and
that the aggregate principal amount of the Notes transferred are the Notes
listed in such Prospectus opposite such owner’s name.


 


Dated:


 


	
   

  	
  Very truly
  yours,

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Name)

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  (Authorized Signature)

  



 


B-1